The basics of private equity fund formation and deal making at both the fund level
and ... The 1.0 credit hour of ethics will relate primarily to specific private equity ...
City Bar Center for CLE
Private Equity Structuring: The Basics Thursday, October 3, 2013 / 9:00 a.m. to 12:30 p.m.
Program Co-Chairs Jason A. Herman Simpson Thacher & Bartlett LLP
N. Adele Hogan Hogan Law Associates PLLC
Sponsoring Association Committees: Banking, John J. Clarke, Jr., Chair; Financial Reporting, Michael R. Young, Chair; M&A, Robert B. Schumer, Chair; Private Investment Funds, Glenn R. Sarno, Chair; Securities Regulation, Sandra L. Flow
Your registration includes a free download of Gopurchase Green! a hard the course book. You can also Downloads of the books are now copy of the book for an additional $25.00. available for preregistrants. A link to access the download will be Seeprior the registration page for details. emailed to the program.
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Live Webcast www.nycbar.org/cleonline
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DESCRIPTION The basics of private equity fund formation and deal making at both the fund level and with funds’ portfolio companies will be covered. The program will serve as an instructional guide on key aspects of corporate, securities, M&A, real estate and tax matters for private equity structures. This introductory program is designed for lawyers who want to advise clients on how to set up private equity funds, how to deal with fund regulatory issues, how to maximize value for funds in connection with their own IPOs or M&A matters, as well as IPOS and M&A at the portfolio company level. Crowd funding and the new general solicitation and private placement regulations will be addressed. The 1.0 credit hour of ethics will relate primarily to specific private equity situations, including the new public and private offering regulations. Lawyers, private equity professionals, compliance professionals and investors should attend to broaden their skills of private equity fund structuring and deal making, particularly with new SEC, CFTC and other regulations that require more lawyer involvement and with the backlog of deals waiting to get done.
Faculty Kirill D. Azovtsev Commercial Real Estate Advisor Jones Lang Lasalle Professor Robert A. Farrokhnia Adjunct Associate Professor Columbia Business School Jesse P. Kanach Shearman & Sterling LLP Anthony Lafaire Managing Director LAMCO LLC Legacy Asset Management Company a subsidiary of Lehman Brothers Holdings Inc. Leor Landa Davis Polk & Wardwell LLP Scott W. Naidech Chadbourne & Parke LLP Rise Norman Simpson Thacher & Bartlett LLP Anna T. Pinedo Morrison & Foerster LLP John Pollack Schulte Roth & Zabel LLP
AGENDA The Basics of Private Equity Structuring • How to set up a private equity fund for clients • Where to form it • How it should be structured NN Basic private equity fund documents NN Check list • How the documents work • Basic economic structure of private equity funds NN “Carry,” “liquidity events,” “fees,” “capital calls,” “commitment periods,” etc. • Marketing process and considerations • Selected securities law issues, including the JOBS Act and general solicitation • Other selected developments and regulatory considerations, including regulatory filings, Investment Advisers Act compliance and SEC audits Jason A. Herman, N. Adele Hogan, Jesse P. Kanach & Leor Landra 10:00 – 10:45 a.m. Recent Developments in Fund Structuring Terms • Typical private equity terms • Different asset classes and investment strategies of PE funds, including real estate, debt, industries, energy and infrastructure • Private vs. public funds • Fund governance and Institutional Limited Partners Association (ILPA) preferred terms • Update on typical portfolio operations groups and other consulting arrangements • Allocation issues related to investment opportunities, fees and expenses • Pay to play, insider trading, political contributions and placement agent issues • Global investor considerations • Selected tax considerations Robert A. Farrokhna & Scott W. Naidech 10:45 – 11:00 a.m. Break 11:00 – 12:00 p.m. Compliance and New SEC Regulatory Opportunities for Private Equity Firms and the Ethical Implications • New SEC liquidity events and selected ethical considerations that may arise NN Crowd funding NN General solicitation NN Other SEC developments • Compliance and regulatory issues NN Ways to set up and maintain compliance standards and policies Ethical obligations of lawyer to advise clients Hypotheticals on constructive ways to handle hard charging clients and maintain ethical standards NN Ethical obligations where two regulators, such as the SEC and CFTC, may have jurisdiction, etc. SEC and CFTC in derivatives SEC and DOJ on investigations • Recruiting employees, officers and directors and creative real estate transactions – ethical considerations to avoid pitfalls • Minimizing conflicts of interest, maintaining watch lists, and maintaining high ethical standards Kirill Azovtsev, N. Adele Hogan & Anna Pinedo 12:00 – 12:30 p.m. Acquisitions, Investments and Exit Events for Private Equity Firms and their Portfolio Companies • Acquisition & Investments: NN LBOs of Public Companies: Typical Deal-Terms/Issues Pros and Cons of PE buyer vs. strategic buyer from target’s perspective What’s Market? • No-Shop/Go-Shops/Matching Rights • Target Break-Fees • Reverse Termination Fees/Specific Performance • Tender Offer vs. Long-Form Merger NN Acquisitions of Privately-Held Companies: Overview of Differences with Public Company LBOs NN Investments: Public Company Non-Control Investments Private Company Deals – Leading/Participating in a Consortium Negotiating the Equityholders’ Agreement: Tag/Drag-Along Rights, Registration Rights and Other Key Provisions NN Other: 363 Transactions • “Loan to Own” Strategies • Credit Bidding When a Creditor • Sell-Side: NN Selling Your Portfolio Company Pros and Cons of PE buyer vs. strategic buyer NN IPOs Outlook on Current Market What’s Market? • Taking Your PE Firm Public N. Adele Hogan, Anthony Lafaire, Rise Norman & John Pollack 9:00 – 10:00 a.m.
New York Credit: 3.5 total: 2.5 professional practice & 1.0 ethics For California, Illinois, New Jersey & Pennsylvania Credit please visit our website www.nycbar.org/cle For the webcast, please visit www.nycbar.org/cleonline
Registration Information
Private Equity Structuring: The Basics
Program Location: All programs & video replays are held at: New York City Bar 42 West 44th Street, New York, NY 10036
Thursday, October 3, 2013 / 9:00 a.m. to 12:30 p.m. Live Program (includes download of materials): q $235 Member (add $25 for a hard copy) q $345 Nonmember (add $25 for a hard copy)
Save $$ on CDs & DVDs *CDs (includes materials): q $265 Member q $335 Nonmember
Walk-in Registration (includes materials): q $260 Member q $370 Nonmember *Materials Only (no CLE credit): q $105 Member q $135 Nonmember
*DVDs (includes materials): q $295 Member q $405 Nonmember * New York residents will be charged the New York sales tax for all audio visual purchases.
SOURCE CODE: EFL-PES100313
Please check if you are interested in a q Download of the Materials (pre-registrants only) Add an additional $25 for either q Hard Copy Book or q Download & Hard Copy (call or fax to receive this offer) Please check if you are interested in receiving CLE credit for: q California q Illinois q New Jersey q Pennsylvania For AV products, if you select the download of materials on a CD you will receive a 10% discount. **For older program downloads may not be available but CDs will be** q NYC Bar Member
q Nonmember
q
Non-Attorney
Name _________________________________________________________ Firm__________________________________________________________ Address________________________________________________________ Floor/Suite _______ City ________________________ State _____ Zip ________ E-mail_________________________________________________________ Phone _________________________________________________________ Fax___________________________________________________________ Please specify your area of practice q Enclosed is my check for ______________, payable to the New York City Bar. q AMEX Card Number _ _ _ _ - _ _ _ _ _ _ - _ _ _ _ _ Exp. Date _______ q Visa q MC Card Number _ _ _ _ - _ _ _ _ - _ _ _ _ - _ _ _ _ Exp. Date ________ Amount to charge ______________ Signature___________________________ How did you hear about this program? Please check one: q Email q Web q Mail q Other (please specify)_________________________
Registration: Call 212.382.6663, fax 212.869.4451, mail registration form with payment to the City Bar Center for CLE, 42 West 44th Street, New York, NY 10036, or register online at www.nycbar.org. Advance registration is advised. An additional fee of $25 will be charged for “walk-in” registrations—those received later than 3:00 p.m. one business day prior to the program. Please allow 3–5 weeks for delivery of CDs, DVDs and course materials. International orders will be sent by traceable means, and an additional charge for shipping will be billed to the recipient. Scholarships & Discounts: Financial scholarships are available; please call 212.382.6663 for an application. All applications must be submitted three weeks prior to the program. Attorney’s who are seeking Illinois CLE credit, for courses with programs fees higher than $500, will receive at least a 50% reduction in the course fee(s). 50% discounts off of member and nonmember prices are available for government and public interest attorneys, students, and full time academics. A 20% discount off of member and nonmember prices is available for firms and corporations that register four or more people for a combination of programs or video replays. *Non-legal professionals receive the member rate. Cancellations & Refunds: For live programs and video replays, refunds and program credits are available provided cancellation is made in writing and received by the City Bar Center prior to the program. A $45 administrative fee will be charged for all refunds. The cancellation fee will be deducted directly from the refund. For program credits no administrative fee will be charged. Program credits must be used within one year of the original program date. Cancellations must be in writing and faxed to the City Bar Center at 212.869.4451. Refunds and program credits are not available for the purchase of CDs, DVDs, course materials, or online programs. CLE Certificates: Certificates for attending a program are given out at the end of the program. You are responsible for keeping a copy of the CLE certificate for your own records. An administrative fee of $15 will be charged for replacement CLE certificates. Illinois ethics credits cannot be awarded until the MCLE Board of Illinois approves an ethics component per individual program. For programs that provide ethics credit, Illinois ethics credits are pending. All information is subject to change.
